technicolor - 2018 Registration document

CORPORATE GOVERNANCE AND COMPENSATION

COMPENSATION

Long-Term Incentive Plan – LTIP 2017 Upon recommendation of the Remunerations Committee, the Board of Directors, making use of the authorization given by the Shareholders’ Meeting of April 29, 2016 in its 28 th resolution, granted Performance Shares. The table below summarizes the characteristics of these grants. Long-Term Incentive Plans 2017 – LTIP 2017 Shareholders’ Meeting authorizing the attributions April 29, 2016 (28 th resolution)

Remunerations Committee recommending the grants

January 6, 2017 January 6, 2017

February 22, 2017

April 25, 2017 April 26, 2017

July 25, 2017 July 26, 2017

Board of Directors approving grants Number of beneficiaries (as of December 31, 2018) Number of outstanding shares (as of December 31, 2018)

March 9, 2017

194

3,538,543 representing 0.85% of the share capital

Vesting period Holding Period

3 years

None except for: the members of the Executive Committee who should retain, until the term of their contracts, at least • 10% of the vested Performance Shares the CEO who should retain in registered form, until the end of his term of office, 20% of the vested • Performance Shares April 30, 2020 or as promptly as possible thereafter (subject to presence condition on that date)

Delivery Date

Characteristics of the LTIP – Performance conditions Performance conditions

2 complementary financial objectives reflecting the key indicators tracked by investors and analysts Adjusted EBITDA objective assessed over a three-year period: if the sum of the annual adjusted EBITDA realized •

4

Group Free Cash Flow objective assessed over a three-year period: if the sum of the Group’s yearly Free Cash Flow realized over • three years were greater than or equal to the sum of the annual Free Cash Flow objectives for the Group over the same period, 50% of the Performance Shares would be definitively earned in the opposite case, no Performance Shares would be earned •

over a three-year period were greater or equal to the sum of the objectives of the annual adjusted EBITDA for the same period, 50% of the Performance Shares would be definitively earned in the opposite case, no Performance Shares would be • earned

2017

2018

2019

Detailed objectives

Determined objective by the Board of Directors The objectives will be determined in February 2019 and will

Set objectives for the plan Objective

Achieved

Objective

Achieved

Adjusted EBITDA

€326 million

€306 million

€250 million

€270 million

Group Free Cash Flow

be disclosed in February 2020

€32 million

€66 million

€40 million

€(47.9) million

Review of the level of achievement of the performance condition

Review of this achievement shall be realized in 2020 by the Board

Characteristics of the LTIP – Presence condition Cases of forfeiture

Beneficiary of Performance Shares who would leave the Group before the expiration of the vesting period of at least three years Case of legal premature exit (including cases of death, disability, retirement, termination without cause) and other customary exceptions decided upon by the Board of Directors

Exceptions

The plan prevents beneficiaries who are members of the Executive Committee from using hedging instruments for the performance shares and requires that they retain a significant number of shares up until the termination of their positions within the Group.

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TECHNICOLOR REGISTRATION DOCUMENT 2018